ACCA考试F4公司法与商法（Russia）真题2011年6月及答案解析.doc

1、ACCA考试 F4公司法与商法（Russia）真题 2011年 6月及答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Describe the role and structure of the courts of general jurisdiction. (7 marks) （分数：5.00）_(2).(b) Explain the circumstances that will make

2、it appropriate for a case to be dealt with by the court of arbitration. (3 marks)（分数：5.00）_In relation to means of securing obligations: （分数：9.99）(1).(a) Define surety. (2 marks) （分数：3.33）_(2).(b) Explain the rights and responsibilities of a surety. (4 marks) （分数：3.33）_(3).(c) Explain how the respon

3、sibilities of a surety are terminated. (4 marks)（分数：3.33）_In relation to employment law: （分数：10.00）(1).(a) Explain the general reasons for termination of a labour contract under the provisions of the Labour Code. (6 marks) （分数：5.00）_(2).(b) Explain the circumstances under which an employer must dism

4、iss an employee. (4 marks)（分数：5.00）_In relation to voluntary representation: （分数：9.99）(1).(a) Explain the purposes and effect of a power of attorney. (3 marks) （分数：3.33）_(2).(b) Describe the types of powers of attorney that may be granted and the form they must take. (3 marks) （分数：3.33）_(3).(c) Expl

5、ain how a power of attorney may be terminated. (4 marks)（分数：3.33）_In relation to capital and financing: （分数：10.00）(1).(a) Explain the process through which a joint-stock company (company limited by shares) may: (i) increase its share capital. (3 marks) (ii) reduce its share capital. (3 marks) （分数：5.

6、00）_(2).(b) Explain the circumstances under which a shareholder may demand the redemption of shares, and the procedure for redemption. (4 marks)（分数：5.00）_In relation to management and administration: （分数：9.99）(1).(a) Define a transaction in which there is an interest and set out the criteria that de

7、termine whether a party is deemed to be an interested party. (6 marks) （分数：3.33）_(2).(b) Explain how a transaction in which there is an interest is approved. (2 marks) （分数：3.33）_(3).(c) Explain the consequences of a violation of the procedures required to approve a transaction in which there is an i

8、nterest. (2 marks)（分数：3.33）_In relation to company insolvency: （分数：9.99）(1).(a) Explain the purposes of observation. (2 marks) （分数：3.33）_(2).(b) Explain the observation process and how this affects the operations of the company while observation is in force. (4 marks) （分数：3.33）_(3).(c) Explain the a

9、lternative outcomes once the observation process has been concluded. (4 marks)（分数：3.33）_ZAO Learnfast is a publisher of study materials for professional students. It entered into contracts with Anna and Yevgeni under which they would produce study texts, with each text to be divided into 12 chapters

10、 of approximately equal length. Shortly after beginning to write her study text, Anna discovered that the work was too demanding. She wrote to ZAO Learnfast explaining this, enclosing drafts of the three chapters she had managed to complete, together with her invoice for one-quarter of the fee. Thre

11、e months after entering into the contract with Yevgeni, ZAO Learnfast was advised by the relevant professional body that the subject on which Yevgeni was writing his study text would be withdrawn within a year. ZAO Learnfast wrote to Yevgeni explaining that his study text would no longer be required

12、 By this time, Yevgeni had written three chapters of the study text. ZAO Learnfast is prepared to pay Yevgeni one-quarter of the fee specified in the contract. The contracts between ZAO Learnfast and the two writers made no provision for these events. Required:（分数：10.00）(1).(a) Discuss the conseque

13、nces of Annas withdrawal from her contract with ZAO Learnfast. (5 marks) （分数：5.00）_(2).(b) Discuss the consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni. (5 marks)（分数：5.00）_1.Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only inv

14、esting partner. Olegs capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners. In dealing with his regular supplie

15、rs, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles. Although usually not actively involved in the business, Oleg entered into

16、a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business. Required: Analyse the implications of these contracts for Boris, Maria and Oleg, and

17、explain whether the contracts are binding on the partnership. (10 marks)（分数：10.00）_2.The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of the company. The company has struggled to achieve growth in recent years and Yuri has already d

18、emonstrated his ability to revive the economic fortunes of other major companies. Yuri has stated that he is prepared to accept the position subject to several conditions. (i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of the company witho

19、ut power of attorney, as he argues that the company must respond rapidly to urgent business needs. (ii) He insists that he must have the authority to take decisions on the future composition of the board of directors as well as the capital structure of the company. (iii) Yuri wants the company to ag

20、ree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in the company. Required: Advise the board of directors of OAO Hopeful in respect of Yuris demands. (10 marks)（分数：10.00）_ACCA考试 F4公司

21、法与商法（Russia）真题 2011年 6月答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Russian legal system: （分数：10.00）(1).(a) Describe the role and structure of the courts of general jurisdiction. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the circumstances that will make i

22、t appropriate for a case to be dealt with by the court of arbitration. (3 marks)（分数：5.00）_正确答案：( )解析：In relation to means of securing obligations: （分数：9.99）(1).(a) Define surety. (2 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the rights and responsibilities of a surety. (4 marks) （分数：3.33）_正确答案：( )解

23、析：(3).(c) Explain how the responsibilities of a surety are terminated. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) Explain the general reasons for termination of a labour contract under the provisions of the Labour Code. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Expla

24、in the circumstances under which an employer must dismiss an employee. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to voluntary representation: （分数：9.99）(1).(a) Explain the purposes and effect of a power of attorney. (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Describe the types of powers of attorney that

25、may be granted and the form they must take. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain how a power of attorney may be terminated. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to capital and financing: （分数：10.00）(1).(a) Explain the process through which a joint-stock company (company limited by shar

26、es) may: (i) increase its share capital. (3 marks) (ii) reduce its share capital. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the circumstances under which a shareholder may demand the redemption of shares, and the procedure for redemption. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to management

27、and administration: （分数：9.99）(1).(a) Define a transaction in which there is an interest and set out the criteria that determine whether a party is deemed to be an interested party. (6 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain how a transaction in which there is an interest is approved. (2 marks) （

28、分数：3.33）_正确答案：( )解析：(3).(c) Explain the consequences of a violation of the procedures required to approve a transaction in which there is an interest. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to company insolvency: （分数：9.99）(1).(a) Explain the purposes of observation. (2 marks) （分数：3.33）_正确答案：( )解析

29、2).(b) Explain the observation process and how this affects the operations of the company while observation is in force. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the alternative outcomes once the observation process has been concluded. (4 marks)（分数：3.33）_正确答案：( )解析：ZAO Learnfast is a publish

30、er of study materials for professional students. It entered into contracts with Anna and Yevgeni under which they would produce study texts, with each text to be divided into 12 chapters of approximately equal length. Shortly after beginning to write her study text, Anna discovered that the work was

31、 too demanding. She wrote to ZAO Learnfast explaining this, enclosing drafts of the three chapters she had managed to complete, together with her invoice for one-quarter of the fee. Three months after entering into the contract with Yevgeni, ZAO Learnfast was advised by the relevant professional bod

32、y that the subject on which Yevgeni was writing his study text would be withdrawn within a year. ZAO Learnfast wrote to Yevgeni explaining that his study text would no longer be required. By this time, Yevgeni had written three chapters of the study text. ZAO Learnfast is prepared to pay Yevgeni one

33、quarter of the fee specified in the contract. The contracts between ZAO Learnfast and the two writers made no provision for these events. Required:（分数：10.00）(1).(a) Discuss the consequences of Annas withdrawal from her contract with ZAO Learnfast. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the

34、consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni. (5 marks)（分数：5.00）_正确答案：( )解析：1.Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Olegs capital contribution was one million roubles. The partnership agreemen

35、t confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners. In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles.

36、Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles. Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home,

37、 as he considered this to be an excellent diversification that would increase the potential profitability of the business. Required: Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership. (10 marks)（分数：10.00）_正确答案：( )解析：2.The directors of OAO Hopeful have approached Yuri, a ver